How does the Marble Slab Creamery franchise agreement define 'Entity'?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
etail of the Restaurant operated hereunder is important to Franchisee and Franchisor in order to develop and maintain high operating
standards, to increase the demand for the services and products sold by all Marble Slab Creamery franchisees, and to protect Franchisor's reputation and goodwill.
- 5.1 A Franchisee which is a corporation will comply, except as otherwise approved in writing by Franchisor, with the following requirements throughout the term of this Agreement:
- 5.1.1 Franchisee will furnish Franchisor with its Articles of Incorporation, By-laws, other governing documents, any other documents Franchisor may reasonably request, and any amendments thereto.
- 5.1.2 Franchisee will confine its activities exclusively to operating the Restaurant and any other "MARBLE SLAB CREAMERY" restaurants owned and operated by Franchisee pursuant to a validly existing franchise agreement.
- 5.1.3 Franchisee will maintain stop transfer instructions against the transfer on its records of any Equity securities; and will issue no securities upon the face of which does not legibly and conspicuously appear a printed legend in the form reasonably prescribed by Franchisor stating that the transfer of such stock is subject to the terms and conditions of this Agreement.
- 5.1.4 Franchisee will maintain a current list of all owners of record and all beneficial owners of any class of voting securities or securities convertible into voting securities of Franchisee and will furnish the list to Franchisor upon request.
- 5.2 A Franchisee which is a limited liability company will comply, except as otherwise approved in writing by Franchisor, with the following requirements throughout the term of this Agreement:
- 5.2.1 Franchisee will furnish Franchisor with its Articles of Organization, Certificate of Formation, Operating Agreement, Limited Liability Company Agreement, other governing documents, any other documents Franchisor may reasonably request, and any amendments thereto.
- 5.2.2 Franchisee will confine its activities exclusively to operating the Restaurant and any other "MARBLE SLAB CREAMERY" restaurants owned and operated by Franchisee pursuant to a validly existing franchise agreement.
- 5.2.3 Franchisee will maintain stop transfer instructions against the transfer on its records of any Equity securities; and will issue no securities upon the face of which does not legibly and conspicuously appear a printed legend in the form reasonably prescribed by Franchisor stating that the transfer of such stock is subject to the terms and conditions of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 101)
What This Means (2025 FDD)
The 2025 Franchise Disclosure Document for Marble Slab Creamery does not explicitly define the term "Entity" within the provided excerpts. However, the document does provide context for different types of franchisees, such as corporations, limited liability companies, and partnerships, and outlines specific requirements for each.
For instance, if a franchisee is a corporation, Marble Slab Creamery requires them to furnish their Articles of Incorporation, By-laws, and other governing documents. The corporation's activities must be confined exclusively to operating the Marble Slab Creamery restaurant. Similarly, if the franchisee is a limited liability company, they must provide their Articles of Organization, Certificate of Formation, Operating Agreement, and other governing documents, and also confine their activities to operating the Marble Slab Creamery restaurant.
In the case of a partnership, all partners must sign the franchise agreement, which must also be guaranteed by all partners and their spouses. Additionally, Schedule B to the Marble Slab Creamery Franchise Agreement requires franchisees to provide accurate and complete entity information. While the term "Entity" itself isn't defined, these provisions indicate that Marble Slab Creamery distinguishes between different legal structures under which a franchise can operate and has specific requirements for each.